Fresh Ventilation – Terms and Conditions of Trade

These Terms and Conditions apply to goods and services supplied by Fresh Ventilation (“Fresh Ventilation”, “we”, “us” or “our”), including goods purchased through our online store, goods supplied to trade customers, ventilation design and consultancy services, site inspections, testing, commissioning, installation and related services.

By placing an order, accepting a quotation, instructing us to proceed with work, paying a deposit or invoice, opening or using a trade account, or otherwise purchasing goods or services from us, you agree to these Terms and Conditions.

Nothing in these Terms excludes, restricts or modifies any right, guarantee, condition, warranty or remedy that cannot lawfully be excluded or modified, including rights under the Australian Consumer Law.

1. Definitions

In these Terms:

Customer means the person, company, partnership, trust, organisation or other entity purchasing goods or services from Fresh Ventilation.

Goods includes ventilation equipment, fans, ducting, filters, controls, components, accessories and any other products supplied by us.

Services includes installation, design, consultation, site inspection, testing, commissioning, maintenance, troubleshooting and other services supplied by us.

Quote or Quotation means a written quotation, proposal, estimate or scope of works issued by Fresh Ventilation.

Trade Customer means a Customer approved by Fresh Ventilation for trade pricing, a trade account or credit facilities.

Site means the premises at which Services are to be performed.

2. Application of these Terms

These Terms apply to:

• purchases through our online store;
• telephone, email and other direct orders;
• trade and wholesale purchases;
• credit account purchases;
• quotations and installation contracts;
• ventilation design and consultancy;
• site inspections;
• commissioning and testing; and
• any other Goods or Services supplied by Fresh Ventilation.

Where we issue a specific written quotation, proposal, scope of works, credit agreement or other contract, that document and these Terms are to be read together.

If there is an inconsistency, the specific written agreement or quotation will prevail to the extent of the inconsistency.

Where legislation requires a particular form of contract or particular contractual terms, those statutory requirements apply despite anything contained in these Terms.

3. Quotations

Unless otherwise stated, quotations are valid for the period specified on the quotation.

A quotation is based on the information reasonably available to us at the time it is prepared, including plans, photographs, measurements, descriptions and information supplied by the Customer.

Unless expressly included, a quotation does not include work that could not reasonably have been identified before commencement, including work arising from concealed conditions, inaccessible areas, structural obstructions, undocumented services, hazardous materials or other unforeseen Site conditions.

Changes requested by the Customer or additional work reasonably required because of circumstances not apparent when the quotation was prepared may constitute a variation and may result in additional charges.

We will obtain the Customer's approval to a variation where required by applicable law.

4. Pricing and GST

Unless expressly stated otherwise, prices advertised to consumers include GST.

Trade pricing, quotations and commercial pricing will state whether GST is included or excluded.

Prices may change without notice. However, once we have accepted an order or quotation, the agreed price will apply subject to any permitted variations, corrections, additional work or other adjustments agreed between the parties or permitted by law.

Obvious pricing, typographical or system errors may be corrected. If an error affects an order already placed, we will contact the Customer before proceeding where reasonably practicable.

5. Online Orders

An order submitted through our website is an offer by the Customer to purchase the Goods.

We may accept or reject an order, including where:

• Goods are unavailable;
• there has been a pricing or product-description error;
• payment cannot be authorised;
• the order appears fraudulent;
• delivery is not reasonably available to the nominated address; or
• we reasonably believe accepting the order would breach applicable law.

If we cancel an order after payment has been received, we will refund the amount paid for the cancelled Goods, subject to any rights we may have at law.

Product photographs, diagrams and descriptions are intended to provide a reasonable representation of the Goods. Minor differences in appearance, packaging, colour, dimensions or specification may occur where they do not materially affect the Goods.

6. Product Selection and Technical Advice

Ventilation performance depends on numerous factors including building construction, airtightness, moisture generation, climate, existing damp conditions, air pathways, duct design, installation quality, system settings, maintenance and occupant behaviour.

Any recommendation made without a full Site inspection or detailed system design is necessarily based on the information supplied to us.

The Customer must provide accurate and complete information relevant to product selection and system design.

Where a Customer, builder, designer, architect, consultant, installer or other third party specifies a particular product, layout, airflow, duct route or system configuration contrary to or without our recommendation, Fresh Ventilation is not responsible for performance issues caused by that selection or configuration, except to the extent that liability cannot lawfully be excluded.

7. Ventilation Performance

Fresh Ventilation will perform Services with due care and skill and in accordance with applicable legal requirements.

However, unless expressly guaranteed in writing, we do not guarantee that a ventilation system will completely eliminate:

• condensation;
• mould;
• rising damp;
• groundwater or water ingress;
• excessive indoor humidity;
• odours;
• pollutants;
• allergens;
• bathroom steam;
• structural moisture; or
• other underlying building or environmental problems.

Ventilation can assist with moisture management and indoor air quality but is not a substitute for repairing water leaks, drainage defects, rising damp, structural defects, waterproofing failures or other sources of moisture.

Quoted or designed airflow rates and system performance may also depend on the completed installation, commissioning, building pressure, duct resistance, filter condition, terminal settings and other Site-specific factors.

Nothing in this clause limits any guarantee applying under the Australian Consumer Law.

8. Installation Services

Installation Services will be carried out substantially in accordance with the accepted quotation, scope of works and applicable legal requirements.

The Customer must provide reasonable access to the Site and the areas necessary to perform the work.

Unless specifically included in our quotation, our price does not include making good, painting, plastering, carpentry, structural alterations, asbestos removal, hazardous-material removal, major electrical work, roof repairs, waterproofing, drainage work or other building work outside our stated scope.

Where electrical or other licensed work is required, that work may be performed by an appropriately licensed contractor engaged by us or separately by the Customer, depending on the agreed scope.

9. Site Conditions and Access

Our quotations assume reasonable and safe access to the work area.

Additional charges may apply where work is materially affected by conditions that were not reasonably apparent or disclosed before the quotation was accepted, including:

• restricted or unsafe access;
• unusually confined roof or subfloor spaces;
• concealed structural members;
• rock, concrete or masonry not reasonably anticipated;
• undocumented electrical, plumbing or other services;
• asbestos or suspected asbestos;
• hazardous materials;
• pest or vermin infestation;
• standing water or unsafe Site conditions;
• structural defects; or
• other concealed conditions.

Fresh Ventilation may suspend work where we reasonably consider conditions unsafe or where continuing would risk injury, property damage or non-compliant work.

10. Customer Responsibilities

The Customer must:

• provide accurate information about the property and proposed work;
• disclose known hazards and access restrictions;
• provide reasonable access to the Site at agreed times;
• ensure areas in which we are required to work are reasonably clear and accessible;
• obtain any approvals, permissions or consents allocated to the Customer under the quotation or required because of the Customer's particular circumstances; and
• follow operating and maintenance instructions supplied with installed equipment.

The Customer must notify us of any known asbestos, hazardous materials, structural issues, electrical hazards, water ingress or other Site risks before work begins.

11. Installation Dates and Delays

Installation dates and delivery dates are estimates unless expressly agreed otherwise.

We will use reasonable endeavours to meet agreed dates but delays may occur due to circumstances outside our reasonable control, including weather, supplier delays, freight delays, illness, Site access, other trades, unforeseen Site conditions or product availability.

Where a delay occurs, we will endeavour to communicate revised timing as soon as reasonably practicable.

12. Customer Cancellations and Rescheduling

Cancellation and rescheduling of installation work may result in reasonable charges where Fresh Ventilation has already incurred costs, ordered special products, allocated labour or suffered other loss because of the cancellation or late rescheduling.

Any cancellation charge will be limited to amounts reasonably incurred or lost by Fresh Ventilation and will be subject to applicable law.

Special-order, custom-made or specifically procured Goods may not be cancellable or returnable for change of mind once ordered where permitted by law.

Nothing in this clause affects any statutory cancellation or cooling-off right.

13. Deposits and Progress Payments

Deposits and progress payments for installation work will be specified in the quotation or contract and will comply with any applicable statutory requirements.

The Customer must pay invoices by their stated due date.

Fresh Ventilation may suspend further supply or work where an amount is overdue, provided that doing so is lawful and reasonable in the circumstances.

14. Trade Accounts

Trade accounts are available only to Customers approved by Fresh Ventilation.

Approval of a trade account, trade pricing or credit facility is at our discretion and may be subject to a separate credit application or agreement.

Trade pricing is confidential and may be changed or withdrawn on reasonable notice, subject to existing accepted orders.

The Customer must ensure its account details are accurate and must promptly advise Fresh Ventilation of changes to its ownership, business structure, contact details or billing information.

The Customer is responsible for orders placed by persons it has authorised to use its trade account.

15. Credit Terms

Where Fresh Ventilation has approved credit terms for a Trade Customer, invoices must be paid within the period stated on the invoice or agreed credit terms.

If no credit terms have been approved, payment is required in accordance with the applicable order, quotation or invoice.

Fresh Ventilation may reasonably reduce, suspend or withdraw a credit facility where:

• an account becomes overdue;
• agreed credit limits are exceeded;
• the Customer repeatedly fails to comply with payment terms;
• we reasonably believe the Customer's ability to pay has materially deteriorated; or
• the Customer enters insolvency or external administration,

subject to applicable law and any existing contractual obligations.

Withdrawal of a credit facility does not extinguish amounts already owing.

16. Overdue Accounts

If an amount is not paid by its due date, Fresh Ventilation may issue payment reminders and may suspend further credit supply or Services where reasonable and lawful.

For commercial and trade accounts, Fresh Ventilation may charge interest on overdue undisputed amounts at the rate stated in the applicable credit agreement or, if no rate is specified, at a reasonable rate notified to the Customer before it is applied, to the extent permitted by law.

Interest does not prevent Fresh Ventilation from exercising any other lawful right in relation to the overdue account.

17. Debt Recovery and Enforcement Costs

If a Customer fails to pay an amount properly due to Fresh Ventilation by the due date and the amount remains unpaid after reasonable notice requesting payment, Fresh Ventilation may take reasonable steps to recover the debt.

To the extent permitted by law, the Customer must reimburse Fresh Ventilation for the reasonable costs and expenses actually incurred by Fresh Ventilation in recovering or attempting to recover the overdue amount, including reasonable:

• debt collection agency fees;
• solicitor's fees and legal costs;
• court filing and service fees;
• enforcement fees; and
• other external costs directly associated with recovery of the overdue debt.

The Customer will only be liable for such costs to the extent that they are reasonably incurred as a consequence of the Customer's failure to pay an amount properly due and are recoverable under applicable law.

Nothing in this clause requires a Customer to pay recovery or enforcement costs relating to an amount that is subject to a genuine unresolved dispute until that dispute has been determined or resolved, except to the extent otherwise permitted by law.

18. Suspension of Trade Accounts

Where a Trade Customer has an overdue account, Fresh Ventilation may reasonably:

• place the account on hold;
• suspend further credit;
• require payment before dispatch of further orders;
• withhold further supply where permitted by law; and
• require outstanding amounts to be brought within agreed terms before restoring credit facilities.

Suspension of credit does not cancel outstanding orders unless Fresh Ventilation separately gives notice that an order has been cancelled in accordance with the applicable contract and law.

19. Delivery and Freight

Delivery estimates are provided in good faith but are not guaranteed unless expressly agreed.

Risk in Goods passes to the Customer when the Goods are delivered to the Customer or its nominated delivery location, subject to applicable law.

The Customer should inspect deliveries promptly and notify us as soon as reasonably practicable of missing, damaged or incorrect Goods. Failure to notify us immediately does not remove any rights the Customer has under the Australian Consumer Law.

Where a carrier provides tracking or proof of delivery, this may be used as evidence of delivery.

Additional freight charges may apply for bulky goods, remote areas, re-delivery, incorrect addresses or other circumstances disclosed to the Customer before the additional charge is incurred.

20. Returns and Change of Mind

Change-of-mind returns are governed by our Refund Policy.

Any voluntary return policy offered by Fresh Ventilation is additional to, and does not limit, rights available under the Australian Consumer Law.

Custom-made, cut-to-length, special-order or specially procured Goods may be excluded from change-of-mind returns where permitted by law.

21. Consumer Guarantees

Our Goods and Services come with guarantees that cannot be excluded under the Australian Consumer Law where that law applies.

Consumer guarantees may apply to both consumers and, in some circumstances, businesses purchasing Goods or Services.

Nothing in these Terms is intended to exclude, restrict or modify those guarantees or any other right or remedy that cannot lawfully be excluded, restricted or modified.

Where required by law, Fresh Ventilation will provide the applicable repair, replacement, refund, repeat service, cancellation, compensation or other remedy.

22. Manufacturer and Fresh Ventilation Warranties

Any express manufacturer's warranty or Fresh Ventilation warranty is additional to rights under the Australian Consumer Law.

Warranty periods, conditions and exclusions may vary between products.

Where a warranty requires maintenance, filter replacement, servicing, correct installation or other reasonable conditions, failure to comply with those conditions may affect the additional warranty to the extent permitted by law.

It does not remove any rights the Customer may independently have under the Australian Consumer Law.

23. DIY and Customer-Installed Products

Where Goods are supplied for DIY installation or installation by a third party, the Customer is responsible for ensuring installation is undertaken safely, correctly and in accordance with applicable laws, manufacturer instructions and licensing requirements.

Fresh Ventilation is not responsible for faults, damage or reduced performance caused by incorrect installation, modification, misuse, inappropriate application or work performed by others, except to the extent liability cannot lawfully be excluded.

Technical guidance provided remotely is based on the information available to us and does not constitute inspection or verification of the Customer's Site unless expressly agreed.

24. Third-Party Installers and Contractors

Fresh Ventilation may use appropriately qualified employees, subcontractors or specialist contractors to perform parts of the Services.

Where Goods are purchased from Fresh Ventilation but installed by an independent third party engaged directly by the Customer, that installer is responsible for its installation work.

A product fault and an installation fault are separate matters and will be assessed accordingly.

25. System Maintenance

Ventilation equipment requires ongoing maintenance.

The Customer is responsible for routine maintenance after handover, including cleaning or replacing filters, cleaning grilles and terminals and arranging servicing where required by the manufacturer or system design.

Failure to maintain a system can reduce airflow, efficiency and performance and may cause equipment damage.

26. Intellectual Property and Designs

Unless otherwise agreed in writing, Fresh Ventilation retains ownership of intellectual property created by us, including system designs, drawings, layouts, calculations, technical documentation, photographs, custom component designs and other proprietary material.

Upon full payment of the applicable fees, the Customer may use documents supplied by Fresh Ventilation for the project or purpose for which they were prepared.

They must not be reproduced, commercially exploited or used for another project without our written permission, except where permitted by law.

27. Liability

Nothing in these Terms excludes or limits liability where doing so would be unlawful.

Subject to that qualification, Fresh Ventilation is not liable for loss caused by:

• incorrect or incomplete information supplied by the Customer or third parties;
• work performed or altered by third parties;
• misuse or lack of maintenance;
• defects outside the agreed scope of work;
• pre-existing building defects;
• water ingress, rising damp or structural moisture not caused by our work;
• unauthorised modification of equipment;
• failure of services or equipment supplied by third parties; or
• circumstances outside our reasonable control,

to the extent the loss was caused by those matters.

Any limitation or exclusion in these Terms applies only to the extent permitted by law.

28. Force Majeure

Neither party will be liable for delay or failure to perform an obligation to the extent caused by an event outside that party's reasonable control, except that this clause does not excuse an obligation to pay an amount already properly due.

The affected party must take reasonable steps to minimise the effect of the event and resume performance when reasonably possible.

29. Privacy

Personal information collected by Fresh Ventilation will be handled in accordance with our Privacy Policy and applicable privacy law.

Information may be disclosed to employees, contractors, delivery providers, payment processors, service providers, debt recovery providers and other parties where reasonably necessary to supply Goods or Services, administer an account, recover an overdue debt or comply with legal obligations.

30. Website Use

The content of our website is provided for general information and product guidance.

Technical articles, calculators, guides and other information do not replace Site-specific professional advice where such advice is reasonably required.

Customers must not misuse the website, attempt unauthorised access, introduce malicious software, scrape content unlawfully or infringe Fresh Ventilation's intellectual property rights.

31. Disputes

If a dispute arises, the parties should first attempt to resolve it by communicating in good faith.

The Customer should provide reasonable details of the issue and allow Fresh Ventilation a reasonable opportunity to inspect, investigate and, where applicable, remedy the matter.

Nothing in this clause prevents either party from exercising an urgent legal right, referring a matter to a regulator or tribunal, or exercising rights available under the Australian Consumer Law or other applicable legislation.

32. Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision will be read down to the extent necessary or, if it cannot be read down, severed.

The remaining provisions will continue to apply.

33. No Waiver

A failure or delay by Fresh Ventilation in exercising a contractual right does not constitute a waiver of that right.

34. Changes to these Terms

Fresh Ventilation may update these Terms from time to time.

Changes will apply prospectively to transactions entered into after the updated Terms take effect, unless the parties agree otherwise or the law permits an existing contract to be varied.

The Terms applicable to an existing accepted order or contract will not be retrospectively changed merely because updated Terms are published on our website.

35. Governing Law

These Terms are governed by the laws of New South Wales, Australia.

The parties submit to the courts and tribunals having jurisdiction in New South Wales, subject to any rights a Customer may have to bring proceedings elsewhere under applicable law.

36. Contact

Fresh Ventilation
Email: info@freshventilation.com.au
Website: freshventilation.com.au

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Important: These Terms are intended to operate subject to the Australian Consumer Law, the Home Building Act 1989 (NSW) and other applicable legislation. Where legislation imposes mandatory requirements that are inconsistent with these Terms, the legislative requirements prevail.